Free Digital Issue

Big Stone Publishing, Inc. ("BSP") provides services through its websites including but not limited to www.rockandice.com and www.trailrunnermag.com,
, programs and computer servers, including but not limited to
classified advertising, forums, and email forwarding. (All such services
are referred to collectively herein as "Big Stone Publishing.") By
accessing or using Big Stone Publishing, you are a "user" and you accept
and agree to the terms below (the "Terms of Use" or "TOU") as a legal
contract between you and BSP. The TOU include and incorporate additional
terms ("guidelines") applicable to particular categories or services
available on Big Stone Publishing as set forth to users upon access to
such categories or services. BSP may post changes to the TOU at any
time, and any such changes will be applicable to all subsequent access
to or use of Big Stone Publishing.

If you do not accept and agree to all provisions of the TOU, now or
in the future, you may reject the TOU by immediately terminating all
access and use of Big Stone Publishing, in which case any continuing
access or use of Big Stone Publishing is unauthorized.

You are also required to comply with, and to ensure compliance with,
all laws, ordinances and regulations applicable to your activities on
Big Stone Publishing.

Big Stone Publishing is intended and designed for users 18 years of
age and older, and access or use by anyone younger is not authorized.

The TOU grant you a limited, revocable, nonexclusive license to
access Big Stone Publishing and use Big Stone Publishing, in whole or in
part, including but not limited to BSP intellectual property therein,
solely in compliance with the TOU.

"BIG STONE PUBLISHING" and "BSP" are trademarks of BSP and are
protected by United States and international laws. The TOU do not
authorize you to use "BIG STONE PUBLISHING," "BSP" or any similar or
related marks (including, for example and without limitation, "Trail
Runner," "Rock and Ice," "TR" and "RI") for any use pertaining to
classified advertising, Internet advertising, social networks, online
forums, online communication services or any similar or related use, or
any other use that is likely to cause confusion on the part of, to cause
mistake by or to deceive the public as to any affiliation, connection,
association, origin, sponsorship, approval or endorsement by or with
BSP.

2. MODERATION

BSP has the right, but not the obligation, to regulate content (which
includes but is not limited to postings, text, code, images, video,
binary files, ads, accounts, account information, flags, emails,
messages and any other user communications ("content")) posted to,
stored on or transmitted via Big Stone Publishing by any user (or any
other third party in any manner); to regulate conduct (including but not
limited to any authorized or unauthorized access to or use of Big Stone
Publishing) by any user (or any other third party in any manner); and
to enforce the TOU, for any reason and in any manner or by any means
that BSP, in its sole discretion, deems necessary or appropriate
(including but not limited to automated and manual screening, blocking,
filtering, exclusion from index pages, exclusion from search results,
requiring the use of an application programming interface (API),
requiring the use of a bulk posting interface, authorization,
verification, and the deletion and/or termination of content, accounts
and/or all or any use or access). BSP may, in its sole discretion and
without notice, start, stop or modify any regulation or enforcement
measures at any time. BSP action or inaction to regulate content or
conduct or to enforce against any potential violation of the TOU by any
user (or any other third party) does not waive BSP's right to implement
or not implement regulation or enforcement measures with respect to any
subsequent or similar content, conduct or potential TOU violation.

You also understand and agree that any action or inaction by BSP or
any of its directors, officers, stockholders, employees, consultants,
agents or representatives (collectively, "BSP Representatives") to
prevent, restrict, redress or regulate content, or to implement other
enforcement measures against any content, conduct or potential TOU
violation is undertaken voluntarily and in good faith, and you expressly
agree that neither BSP nor any BSP Representative shall be liable to
you or anyone else for any action or inaction to prevent, restrict,
redress, or regulate content, or to implement other enforcement measures
against any content, conduct or potential violation of the TOU.

Although BSP Representatives may moderate content, conduct and TOU
compliance on Big Stone Publishing at BSP's discretion, BSP
Representatives have no authority to make binding commitments, promises
or representations to anyone that they or anyone else on behalf of BSP
will "take care" of any alleged problem or complaint, or that they or
anyone else on behalf of BSP will otherwise stop, cure or prevent any
problem, content, conduct or purported TOU violation from occurring or
recurring. Accordingly, you further agree that any representation
(written or verbal) by any BSP Representative (or by anyone else acting
on behalf of BSP or by anyone purportedly acting on behalf of BSP) that
BSP (including but not limited to any BSP Representative, anyone else
acting on behalf of BSP, or anyone purportedly acting on behalf of BSP)
would or would not prevent, restrict, redress or regulate content
(including, without limitation, screen, block, moderate, review, remove,
terminate, delete, edit or otherwise stop, cure or exclude any
content), or to implement other enforcement measures against any
content, conduct or potential or purported TOU violation is superseded
by this provision and is nonbinding and unenforceable. Specifically, you
agree that BSP, BSP Representatives and anyone else authorized to act
on behalf of BSP shall in no circumstance be liable as a result of any
representation that BSP, a BSP Representative or anyone else on behalf
of BSP would or would not restrict or redress any content, conduct or
potential or purported TOU violation. This paragraph may not be
modified, waived or released except by a written agreement, dated and
signed by BSP's Chief Executive Officer and dated and signed by the
individual or entity to whom the modification, waiver or release is
granted.

BSP also has the right in its sole discretion to limit, modify,
interrupt, suspend or discontinue all or any portions of Big Stone
Publishing at any time without notice. BSP and BSP Representatives shall
not be liable for any such limitations, modifications, interruptions,
suspensions or discontinuance, or any purported losses, harm or damages
arising from or related thereto.

3. CONTENT AND CONDUCT

a. Content

BSP does not control, is not responsible for and makes no
representations or warranties with respect to any user content. You are
solely responsible for your access to, use of and/or reliance on any
user content. You must conduct any necessary, appropriate, prudent or
judicious investigation, inquiry, research and due diligence with
respect to any user content.

You are also responsible for any content that you post or transmit
and, if you create an account, you are responsible for all content
posted or transmitted through or by use of your account.

Content prohibited from Big Stone Publishing includes but is not
limited to: (1) illegal content; (2) content in facilitation of the
creation, advertising, distribution, provision or receipt of illegal
goods or services; (3) offensive content (including, without limitation,
defamatory, threatening, hateful or pornographic content); (4) content
that discloses another's personal, confidential or proprietary
information; (5) false or fraudulent content (including but not limited
to false, fraudulent or misleading responses to user ads transmitted via
Big Stone Publishing); (6) malicious content (including, without
limitation, malware or spyware); (7) content that offers, promotes,
advertises, or provides links to posting or auto-posting products or
services, account creation or auto-creation products or services,
flagging or auto-flagging products or services, bulk telephone numbers,
or any other product or service that if utilized with respect to Big
Stone Publishing would violate these TOU or BSP's other legal rights;
and (8) content that offers, promotes, advertises or provides links to
unsolicited products or services. Other content prohibitions are set
forth in guidelines for particular categories or services on Big Stone
Publishing and all such prohibitions are expressly incorporated into
these TOU as stated in section 1 above.

You automatically grant and assign to BSP, and you represent and
warrant that you have the right to grant and assign to BSP, a perpetual,
irrevocable, unlimited, fully paid, fully sub-licensable (through
multiple tiers), worldwide license to copy, perform, display,
distribute, prepare derivative works from (including, without
limitation, incorporating into other works) and otherwise use any
content that you post. You also expressly grant and assign to BSP all
rights and causes of action to prohibit and enforce against any
unauthorized copying, performance, display, distribution, use or
exploitation of, or creation of derivative works from, any content that
you post (including but not limited to any unauthorized downloading,
extraction, harvesting, collection or aggregation of content that you
post).

You agree to indemnify and hold BSP and BSP Representatives harmless
from and against any third-party claim, cause of action, demand or
damages related to or arising out of: (a) content that you post or
transmit (including but not limited to content that a third-party deems
defamatory or otherwise harmful or offensive); (b) activity that occurs
through or by use of your account (including, without limitation, all
content posted or transmitted); (c) your use of or reliance on any user
content; and (d) your violation of the TOU. This indemnification
obligation includes payment of any attorneys' fees and costs incurred by
BSP or BSP Representatives.

b. Conduct

BSP does not control, is not responsible for and makes no
representations or warranties with respect to any user or user conduct.
You are solely responsible for your interaction with or reliance on any
user or user conduct. You must perform any necessary, appropriate,
prudent or judicious investigation, inquiry, research and due diligence
with respect to any user or user conduct.

You are also responsible for your own conduct and activities on,
through or related to Big Stone Publishing, and, if you create an
account on Big Stone Publishing, you are responsible for all conduct or
activities on, through or by use of your account.

You agree to indemnify and hold BSP and BSP Representatives harmless
from and against any third-party claim, cause of action, demand or
damages related to or arising out of your own conduct or activities on,
through or related to Big Stone Publishing or BSP, and related to or
arising out of any conduct or activities on, through or by use of your
Big Stone Publishing account, if any. This indemnification obligation
includes payment of any attorneys' fees and costs incurred by BSP or BSP
Representatives.

4. POSTING AND ACCOUNTS

This section 4 applies to all uses and users of Big Stone Publishing,
unless BSP has specifically authorized an exception to a particular
term for a particular user in a written agreement. BSP has sole and
absolute discretion to authorize or deny any exception or exceptions to
the terms in this section 4.

a. Postings

The same or substantially similar content may not be posted in more
than one Big Stone Publishing category. A user may post content only in
the single Big Stone Publishing category to which it is most relevant,
and must not post content to inappropriate categories. For example,
content advertising classes or vocational training must be posted under
the "classes" category of the "community" section and may not be posted
in any "jobs" category. Likewise, content advertising outdoor gear must
be posted under the "gear" section of and not under "job" section.
Similarly, services relating to real estate must be posted under "real
estate" category of the "services" section and may not be posted to any
category within the "housing" section.

A user may post the same or substantially similar content no more than once every month.

Where a Big Stone Publishing category provides specific subcategories
for posts by particular types of users (e.g., gear "by-owners" versus
"by-dealers," and real estate for sale "by-owner" versus "by-broker"), a
user may post content only in the single user sub-category most
accurate for that user. In particular, no user acting as a broker, agent
or dealer may post in any "by owner" category.

Users may not circumvent any technological measure implemented by BSP
to restrict the manner in which content may be posted on Big Stone
Publishing or to regulate the manner in which content (including but not
limited to email) may be transmitted to other users. This prohibition
includes, without limitation, a ban on the use of multiple email
addresses (created via an email address generator or otherwise); the use
of multiple IP addresses (via proxy servers, modem toggling, or
otherwise); CAPTCHA circumvention, automation or outsourcing; multiple
and/or fraudulent Big Stone Publishing accounts, including
phone-verified accounts; URL shortening, obfuscation or redirection; use
of multiple phone lines or phone forwarding for verification; and
content obfuscation via HTML techniques, printing text on images,
inserting random text or content "spinning."

It is expressly prohibited for any third party to post content to Big
Stone Publishing on behalf of another. Users must post content only on
their own behalf, and may not permit, enable, induce or encourage any
third party to post content for them.

It is expressly prohibited to post content to Big Stone Publishing
using any automated means. Users must post all content personally and
manually through all steps of the posting process. It is also expressly
prohibited for any user to develop, offer, market, sell, distribute or
provide an automated means to perform any step of the posting process
(in whole or in part). Any user who develops, offers, markets, sells,
distributes or provides an automated means to perform any step of the
posting process (in whole or in part) shall be responsible and liable to
BSP for each instance of access to Big Stone Publishing (by any user or
other third party) using that automated means.

Affiliate marketing is expressly prohibited on Big Stone Publishing.
Users may not post content or communicate with any Big Stone Publishing
user for purposes of affiliate marketing or in connection with any
affiliate marketing system, scheme or program in any manner or under any
circumstance.

b. Accounts

A user may maintain and use no more than one account, including a
telephone or phone-verified account ("PVA"), to post content. A user
specifically may not create or use additional accounts for the purpose
of circumventing technological restrictions (security measures) in the
posting process or otherwise for posting content in violation of the
TOU.

A user may create an account, including a PVA, only on his/her own
behalf. A user must not permit, enable, induce or encourage others to
create accounts or PVAs for him/her. The creation of accounts or PVAs
for others is expressly prohibited.

A user must only use his/her own account or PVA, and may not use any account or PVA of another.

The purchase and sale of accounts, including but not limited to PVAs, is expressly prohibited.

A user must create his/her account or PVA personally and manually and
may not create accounts or PVAs by any automated means. Without
limitation, this includes the obligation that the user personally and
manually solves any CAPTCHA challenge in the account creation process.
Further, a user must create any PVA using his/her own valid telephone
number. The creation of a PVA using a telephone number that is not the
user's own, a telephonic forwarding service or system, or a
temporary/disposable telephone number or service is expressly
prohibited. The circumvention of any technological restriction or
security measure in the account creation or PVA creation process is also
expressly prohibited.

c. Flagging

A user shall not "flag" (or otherwise seek removal of) content on Big
Stone Publishing without a personal, good-faith belief that the content
violates the TOU. A user may flag content only on his/her own behalf. A
user must not permit, enable, induce or encourage others to flag
content for them. A user must not flag content for others.

A user may flag a specific item of content only once.

A user flagging content must do so manually and may not employ any
automated means, products (including, without limitation, software
programs) or services to flag content. A user must not circumvent any
technological restrictions (security measures) in the flagging process.
Without limitation, this prohibition includes a ban on the use of
multiple IP addresses for flagging (by use of proxy servers or any means
whatsoever).

5. UNAUTHORIZED ACCESS AND ACTIVITIES

This section 5 applies to all uses and users of Big Stone Publishing,
unless BSP has specifically authorized an exception to a particular
term for a particular user in a written agreement. BSP has sole and
absolute discretion to authorize or deny any exception or exceptions to
the terms in this section 5.

To maintain the integrity and functionality of Big Stone Publishing
for its users, access to Big Stone Publishing and/or activities related
to Big Stone Publishing that are harmful to, inconsistent with or
disruptive of Big Stone Publishing and/or its users' beneficial use and
enjoyment of Big Stone Publishing are expressly unauthorized and
prohibited. For example, without limitation:

The collection of Big Stone Publishing users' personal information
(including but not limited to email addresses, IP addresses and
telephone numbers) is not allowed for any purpose.

Any copying, aggregation, display, distribution, performance or
derivative use of Big Stone Publishing or any content posted on Big
Stone Publishing whether done directly or through intermediaries
(including but not limited to by means of spiders, robots, crawlers,
scrapers, framing, iframes or RSS feeds) is prohibited. As a limited
exception, general purpose Internet search engines and noncommercial
public archives will be entitled to access Big Stone Publishing without
individual written agreements executed with BSP that specifically
authorize an exception to this prohibition if, in all cases and
individual instances: (a) they provide a direct hyperlink to the
relevant Big Stone Publishing website, service, forum or content; (b)
they access Big Stone Publishing from a stable IP address using an
easily identifiable agent; and (c) they comply with BSP's robots.txt
file; provided however, that BSP may terminate this limited exception as
to any search engine or public archive (or any person or entity relying
on this provision to access Big Stone Publishing without their own
written agreement executed with BSP), at any time and in its sole
discretion, upon written notice, including, without limitation, by email
notice.

Any access to or use of Big Stone Publishing to design, develop,
test, update, operate, modify, maintain, support, market, advertise,
distribute or otherwise make available any program, application or
service (including, without limitation, any device, technology, product,
computer program, mobile device application, website, or mechanical or
personal service) that enables or provides access to, use of, operation
of or interoperation with Big Stone Publishing (including, without
limitation, to access content, post content, cross-post content, re-post
content, respond or reply to content, verify content, transmit content,
create accounts, verify accounts, use accounts, circumvent and/or
automate technological security measures or restrictions, or flag
content) is prohibited. This prohibition specifically applies but is not
limited to software, programs, applications and services for use or
operation on or by any computer and/or any electronic, wireless and/or
mobile device, technology or product that exists now or in the future.

If you access Big Stone Publishing or copy, display, distribute,
perform or create derivative works from Big Stone Publishing webpages or
other BSP intellectual property in violation of the TOU or for purposes
inconsistent with the TOU, your access, copying, display, distribution,
performance or derivative work is unauthorized. Circumvention of any
technological restriction or security measure on Big Stone Publishing or
any provision of the TOU that restricts content, conduct, accounts or
access is expressly prohibited. For purposes of this paragraph, you
agree that cached copies of Big Stone Publishing webpages on your
computer or computer server constitute "copies" under the Copyright Act,
17 U.S.C. § 101. For purposes of this paragraph, you further agree that
CAPTCHAs and telephone verification are "technological measures" that
effectively control access to copyright-protected components and rights
of BSP pursuant to 17 U.S.C. § 1201.

Any effort to decompile, disassemble or reverse engineer all or any
part of Big Stone Publishing in order to identify, acquire, copy or
emulate any source code or object code is expressly prohibited.

Any activities (including but not limited to posting voluminous
content) that are inconsistent with use of Big Stone Publishing in
compliance with the TOU or that may impair or interfere with the
integrity, functionality, performance, usefulness, usability,
signal-to-noise ratio or quality of all or any part of Big Stone
Publishing in any manner are expressly prohibited.

Any attempt (whether or not successful) to engage in, or to enable,
induce, encourage, cause or assist anyone else to engage in, any of the
above unauthorized and prohibited access and activities is also
expressly prohibited and is a violation of the TOU.

BSP and BSP Representatives are not parties to, have no involvement
or interest in, make no representations or warranties as to, and have no
responsibility or liability with respect to any communications,
transactions, interactions, disputes or any relations whatsoever between
you and any other user, person or organization ("your interactions with
others"). You must conduct any necessary, appropriate, prudent or
judicious investigation, inquiry, research or due diligence with respect
to your interactions with others.

You agree to indemnify and hold BSP and BSP Representatives harmless
from and against any third-party claim, cause of action, demand or
damages related to or arising out of your interactions with others. This
indemnification obligation includes payment of any attorneys' fees and
costs incurred by BSP or BSP Representatives.

7. FEES

BSP may charge a fee to post content or for other features, products,
services or licenses. You are responsible to BSP for any fees
applicable to content that you post or other features, products,
services or licenses you purchase or that are purchased through your
account. You authorize BSP, or its designated payment processor, to
charge your specified credit card, debit card or other payment method
for such fees.

Unless otherwise specified, all fees are in United States dollars and
all charges will be made in United States dollars. Any applicable sales
or other taxes are additional to the stated fee. Currency exchange
settlements and foreign transaction fees are based on your agreement
with your credit card or other payment method provider.

Except as required by law, all fees are nonrefundable, including,
without limitation, in situations where paid posts are removed by BSP or
by community flagging. Payments and purchases may not be canceled by
the user, except as required by law. However, BSP reserves the right to
refuse or terminate any purchase or attempted purchase at any time in
its sole discretion. You understand and agree that if you authorize a
payment transaction with your credit card, debit card or other payment
method, but your charge is rejected for any reason, there may be a hold
on your use of that transaction amount for several days.

8. DISCLAIMERS

YOUR ACCESS TO, USE OF AND RELIANCE ON BIG STONE PUBLISHING AND
CONTENT ACCESSED THROUGH BIG STONE PUBLISHING IS ENTIRELY AT YOUR OWN
RISK. BIG STONE PUBLISHING (INCLUDING, WITHOUT LIMITATION, THE WEBSITES,
PROGRAMS, SERVICES, FORUMS AND CONTENT ACCESSED THROUGH THE WEBSITES,
PROGRAMS, SERVICES AND FORUMS) IS PROVIDED ON AN "AS IS" OR "AS
AVAILABLE" BASIS WITHOUT ANY WARRANTIES OF ANY KIND.

ALL EXPRESS AND IMPLIED WARRANTIES (INCLUDING, WITHOUT LIMITATION,
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND
NON-INFRINGEMENT OF PROPRIETARY RIGHTS) ARE EXPRESSLY DISCLAIMED.

WITHOUT LIMITING THE FOREGOING, BSP ALSO DISCLAIMS ALL WARRANTIES FOR
OR WITH RESPECT TO: (a) THE SECURITY, RELIABILITY, TIMELINESS, ACCURACY
AND PERFORMANCE OF BIG STONE PUBLISHING AND CONTENT ACCESSED THROUGH
BIG STONE PUBLISHING; (b) COMPUTER WORMS, VIRUSES, SPYWARE, ADWARE AND
ANY OTHER MALWARE, MALICIOUS CODE OR HARMFUL CONTENT OR COMPONENTS
ACCESSED, RECEIVED OR DISSEMINATED THROUGH, RELATED TO OR AS A RESULT OF
BIG STONE PUBLISHING OR CONTENT ACCESSED THROUGH BIG STONE PUBLISHING;
(c) ANY TRANSACTIONS OR POTENTIAL TRANSACTIONS, GOODS OR SERVICES
PROMISED OR EXCHANGED, INFORMATION OR ADVICE OFFERED OR EXCHANGED, OR
OTHER CONTENT, INTERACTIONS, REPRESENTATIONS OR COMMUNICATIONS THROUGH,
RELATED TO OR AS A RESULT OF USE OF BIG STONE PUBLISHING OR CONTENT
ACCESSED THROUGH BIG STONE PUBLISHING (INCLUDING, WITHOUT LIMITATION,
ACCESSED THROUGH ANY LINKS ON BIG STONE PUBLISHING OR IN CONTENT).

THESE DISCLAIMERS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.

Some jurisdictions do not allow disclaimer of implied warranties. In
such jurisdictions, some of the foregoing disclaimers as to implied
warranties may not apply.

9. LIMITATIONS OF LIABILITY

BSP AND THE BSP REPRESENTATIVES SHALL UNDER NO CIRCUMSTANCES BE
LIABLE FOR ANY ACCESS TO, USE OF OR RELIANCE ON BIG STONE PUBLISHING OR
CONTENT ACCESSED THROUGH BIG STONE PUBLISHING BY YOU OR ANYONE ELSE, OR
FOR ANY TRANSACTIONS, COMMUNICATIONS, INTERACTIONS, DISPUTES OR
RELATIONS BETWEEN YOU AND ANY OTHER PERSON OR ORGANIZATION ARISING OUT
OF OR RELATED TO BIG STONE PUBLISHING OR CONTENT ACCESSED THROUGH BIG
STONE PUBLISHING, INCLUDING BUT NOT LIMITED TO LIABILITY FOR INJUNCTIVE
RELIEF AS WELL AS FOR ANY HARM, INJURY, LOSS OR DAMAGES OF ANY KIND
INCURRED BY YOU OR ANYONE ELSE (INCLUDING, WITHOUT LIMITATION, DIRECT,
INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, STATUTORY, EXEMPLARY OR
PUNITIVE DAMAGES, EVEN IF BSP OR ANY BSP REPRESENTATIVE HAS BEEN ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES). THIS LIMITATION OF LIABILITY
APPLIES REGARDLESS OF, BUT IS NOT RESTRICTED TO, WHETHER THE ALLEGED
LIABILITY, HARM, INJURY, LOSS OR DAMAGES AROSE FROM AUTHORIZED OR
UNAUTHORIZED ACCESS TO OR USE OF BIG STONE PUBLISHING OR CONTENT
ACCESSED THROUGH BIG STONE PUBLISHING; ANY INABILITY TO ACCESS OR USE
BIG STONE PUBLISHING OR CONTENT ACCESSED THROUGH BIG STONE PUBLISHING;
OR ANY REMOVAL, DELETION, LIMITATION, MODIFICATION, INTERRUPTION,
SUSPENSION, DISCONTINUANCE OR TERMINATION OF BIG STONE PUBLISHING OR
CONTENT ACCESSED THROUGH BIG STONE PUBLISHING.

THESE LIMITATIONS SHALL ALSO APPLY WITH RESPECT TO DAMAGES RESULTING
FROM ANY TRANSACTIONS OR POTENTIAL TRANSACTIONS, GOODS OR SERVICES
PROMISED OR EXCHANGED, INFORMATION OR ADVICE OFFERED OR EXCHANGED, OR
OTHER CONTENT, INTERACTIONS, REPRESENTATIONS, COMMUNICATIONS OR
RELATIONS THROUGH, RELATED TO OR AS A RESULT OF BIG STONE PUBLISHING OR
CONTENT ACCESSED THROUGH BIG STONE PUBLISHING (INCLUDING, WITHOUT
LIMITATION, ANY LINKS ON BIG STONE PUBLISHING AND LINKS IN CONTENT
ACCESSED THROUGH BIG STONE PUBLISHING).

You hereby release BSP and each of the BSP Representatives, and their
respective subsidiaries, affiliates, successors, predecessors, assigns,
heirs, service providers and suppliers, from all claims, demands and
damages of every kind and nature, known and unknown, direct and
indirect, suspected and unsuspected, disclosed and undisclosed, arising
out of or in any way related to Big Stone Publishing or content accessed
through Big Stone Publishing, or any interactions with others arising
out of or related to Big Stone Publishing or content accessed through
Big Stone Publishing, and you expressly waive the provisions of Colorado
Civil Code.

THESE LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.

10. NOTIFICATION OF CLAIMS OF INFRINGEMENT

If you believe that your work has been copied in a way that
constitutes copyright infringement or that your intellectual property
rights (including trademark rights) have been otherwise violated, please
follow the directions for written notice:

Provide our Agent with the following:

a) Identification of the copyrighted work you claim has been
infringed, or, if multiple copyrighted works at a single online site are
covered by a single notification, a representative list of such works
at that site;

b) Identification of the material on the BSP site that you claim is infringing, with enough detail so that we may locate it;

c) A statement by you that you have a good faith belief that the
disputed use is not authorized by the copyright owner, its agent, or the
law;

d) A statement by you declaring under penalty of perjury that (1) the
above information in your Notice is accurate, and (2) that you are the
owner of the copyright interest involved or that you are authorized to
act on behalf of that owner;

e) Your address, telephone number, and email address; and

f) Your physical or electronic signature.

Your Notice will be subject to The Digital Millennium Copyright Act
(DMCA). In appropriate circumstances, BSP may terminate the accounts
of repeat infringers.

11. INJUNCTIVE RELIEF

You acknowledge and agree that any violation or breach of the TOU may
cause BSP immediate and irreparable harm and damages; consequently,
notwithstanding any other provision of the TOU or other applicable legal
requirements, BSP has the right to, and may in its discretion,
immediately obtain preliminary injunctive relief (including, without
limitation, temporary restraining orders) and seek permanent injunctive
relief regarding any violation or breach of the TOU. In addition to any
and all other remedies available to BSP in law or in equity, BSP may
seek specific performance of any term in the TOU, including but not
limited to by preliminary or permanent injunction.

12. DAMAGES

In addition to any injunctive relief, you agree to pay to BSP the
total amount of all actual damages (including but not limited to direct,
indirect, consequential and incidental damages) caused by any violation
of the TOU for which you bear responsibility; EXCEPT you acknowledge
that, for certain TOU violations, actual damages would be extremely
difficult or impossible to quantify. Consequently, for such TOU
violations, you agree to pay liquidated damages to BSP as described in
the following schedule:

This schedule relates to the BSP Terms of Use ("TOU"), and terms used here have the meanings given to them in the TOU.

In addition, for purposes of this schedule of liquidated damages,
"Item of Content" means each and every instance of content of any type
posted to, stored on or transmitted via BSP by any user (or any other
third party in any manner). For example, each single post toBSP
(including but not limited to any ad, comment, flag or message posted
to BSP), each single data file stored on BSP (including but not limited
to any account information, text, code, images, video or binary file),
and each single communication transmitted via BSP (including but not
limited to any email or response to an email) is a single “Item of
Content.” Each “Item of Content” shall be considered and treated as an
individual, discrete “Item of Content” even if it contains the same or
substantially similar content as one or more other Items of Content.

For purposes of this schedule of liquidated damages, "Account" means
each and every BSP account of any type applied for, requested or
created by any means (including but not limited to telephone-verified
accounts, also known as phone verified accounts or "PVAs").

For purposes of this schedule of liquidated damages, "Instance of
Unauthorized Conduct" or "Instance" means each individual time BSP's
servers are accessed in connection with or in facilitation of a
violation of the TOU. With respect to the Instances of Unauthorized
Conduct enumerated in paragraph 6 below, each day that BSP's servers are
accessed to facilitate one or more of the violations enumerated
therein shall constitute one Instance of Unauthorized Conduct.

For purposes of this schedule of liquidated damages, "Attempt" shall be defined pursuant to Colorado law.

TOU violations harm the functionality, integrity, and reputation of
BSP ; interfere with and detract from users' and customers’ beneficial
use and enjoyment of BSP; and are detrimental to BSP as a business.
You acknowledge and agree that BSP incurs actual damages as a result of
the TOU violations detailed below. You further acknowledge and agree
that actual damages caused by such violations are extremely difficult,
impossible or impractical to determine or quantify. Consequently, you
agree it is fair and reasonable for BSP to obtain injunctive relief to
prohibit future violations of these TOU and recover liquidated damages
for past violations of these TOU, and you acknowledge that the amounts
set forth below reflect reasonable estimates of BSP's actual damages
from each such violation and that such estimates are reasonably related
to the actual damages caused to BSP by each such violation.

For each TOU violation below, you therefore agree to pay liquidated
damages to BSP in the amount specified. You further acknowledge and
agree that the imposition of liquidated damages for each such TOU
violation is independent and distinct, and that the assessment of total
liquidated damages for multiple TOU violations is cumulative.

1. $50 Per Item of Content

You agree to pay $50 per Item of Content posted or stored on, or transmitted via BSP either by you or on your behalf:

(a) using any automated means to perform any step of any process for
submitting content (in whole or in part); (b) by any means that
circumvent any technological measure implemented by BSP to restrict the
manner in which content may be submitted on BSP or to regulate the
manner in which content (including but not limited to email) may be
transmitted to other users; or (c) using Accounts that are created or
used in violation of TOU ¶4.b.

Liquidated damages under this ¶ 2 are in addition to Liquidated
Damages that may be applicable to the Item of Content pursuant to other
sections of this schedule and are agreed to be a reasonable estimate of
BSP's actual damages for the Items of Content posted using the means
described in this ¶ 2 in addition to the liquidated damages incurred by
BSP set forth elsewhere in this schedule. See, among others, TOU ¶ 4
b.

3. $100 Per Item of Content

For the following, you agree to pay $100 per Item of Content:

(a) content that offers, promotes, advertises or provides links to
unsolicited products or services (except that the content described in
Section 5(g) of this schedule, shall be subject to liquidated damages as
provided in Section 5(g)); (b) content that violates guidelines for
particular categories or services on BSP; or (c) content (including but
not limited to ads, emails and other communications withBSP users) for
purposes of affiliate marketing or in connection with any affiliate
marketing system, scheme or program in any manner and under any
circumstance. See, among others, TOU ¶¶ 4.a.

4. $100 Per Account/Instance

For the following, you agree to pay $100 per Account/Instance of Unauthorized Conduct:

(a) if you create, maintain or use at any time more than one Account
(including without limitation PVAs) to post content; (b) if you create
one or more Accounts for or on behalf of another; (c) if you permit,
enable, induce or encourage someone else to create one or more Accounts
on your behalf; (d) if you use other users' Accounts (with or without
their knowledge or consent) (including but not limited to your use of
any Account you purchase or otherwise do not personally create); (e) for
any Account you purchase, offer, market, sell, or distribute; (f) for
any Account you create for another; (g) for any Account you create by
any automated means; (h) for any Account verified using a telephone
number that is not your own personal telephone number; (i) for any
telephone number you purchase, offer, market, make available, sell or
distribute for the purpose of phone verification; (j) if you use any
Accounts created in circumvention of any technological restriction or
security measure in the Account creation process; (k)if you create any
Accounts in circumvention of any technological restriction or security
measure in the Account creation process; (l) for any product, software,
or tool (including but not limited to CAPTCHA credits) you acquire,
purchase, offer, market, sell, or distribute, that facilitates
circumvention of any technological measure implemented by BSP to
restrict the manner in which content may be posted on BSP or to
regulate the manner in which content may be transmitted to other users;
(m) if you collect BSP users' personal information (including but not
limited to email addresses, IP addresses and telephone numbers) or (n)
for any activities (including but not limited to posting voluminous
content) that are inconsistent with use of BSP in compliance with the
TOU or that may impair or interfere with the functionality, performance
or quality of all or any part of BSP in any manner.

See, among others, TOU ¶¶ 4.a. and 4.b.

5. $1000 Per Item of Content

For the following, you agree to pay $1000 per Item of Content:

(a) illegal content; (b) content in facilitation of the creation,
advertising, distribution, provision or receipt of illegal goods or
services; (c) offensive content (including, without limitation,
defamatory, threatening, hateful or pornographic content); (d) content
that discloses another's personal, confidential or proprietary
information; (e) false or fraudulent content (including but not limited
to false, fraudulent or misleading responses to user ads transmitted
via BSP ); (f) malicious content (including, without limitation,
malware or spyware); (g) content that offers, promotes, advertises,
provides links to or solicits posting or auto-posting products or
services, account creation or auto-creation products or services,
flagging or auto-flagging products or services, bulk telephone numbers,
or any other product or service that if utilized with respect to BSP
would violate these TOU or BSP's other legal rights.

See, among others, TOU ¶ 3.a.

6. $25,000 Per Instance of Unauthorized Conduct

Technology can be misused to facilitate harm to BSP, its users,
and/or BSP on a massive scale. For the following, you agree to pay
$25,000 per Instance of Unauthorized Conduct:

(a) copying, aggregation, display, distribution or derivative use
of BSP or any content posted on BSP (including, but not limited to, by
means of spiders, robots, crawlers, scrapers, framing, iframes, or RSS
feeds); (b) access to or use of BSP to design, develop, test, update,
operate, modify, maintain, support, market, advertise, distribute, or
otherwise make available any program, application or service
(including, without limitation, any device, technology, product,
computer program, mobile device application, website, and mechanical or
personal service) that enables or provides access to, use of,
operation of, or interoperation with BSP (including, without
limitation, to access content, post content, respond to content,
transmit content, create accounts, use accounts, circumvent security
measures, or flag content); or (c) decompiling, disassembling or
reverse engineering all or any part of BSP in order to identify,
acquire, copy, or emulate any source code or object code. See, among
others, TOU 5.

7. Written License

Any conduct or content that is permitted pursuant to a written
license agreement with BSP shall not be deemed in violation of the TOU
as long as the conduct or content is specifically authorized pursuant
to the terms of the license agreement.

Furthermore you agree that the amounts of liquidated damages
described therein are reasonable estimates of BSP's damages for such
violations, and that liquidated damages for violations of the TOU are
and will be cumulative.

13. PRIVACY

BSP has established a privacy policy covering the collection, use, and disclosure of user information:

1. Protecting your privacy

BSP does not knowingly collect any information from persons under
the age of 13. If BSP learns that a posting is by a person under the
age of 13, BSP will remove that post.

BSP, or people who post on BSP, may provide links to third party
websites, which may have different privacy practices. We are not
responsible for, nor have any control over, the privacy policies of
those third party websites, and encourage all users to read the privacy
policies of each and every website visited.

For paid job postings, we collect contact information, such as name(s), phone/fax number(s), and address for billing purposes.

We sometimes collect your phone number for account authentication
purposes, and may transmit it to a third party service for tele-robotic
verification.

We may collect personal information if you provide it in feedback or
comments, post it on our forums, or if you contact us directly.
Please do not post any personal information on BSP that you expect to
keep private.

Our web logs collect standard web log entries for each page served,
including your IP address, page URL, and timestamp. Web logs help us to
diagnose problems with our server, to administer the BSP site, and to
otherwise provide our service to you.

3. Data we store

All postings are stored in our database, even after "deletion," and may be archived elsewhere.

Our web logs and other records are stored indefinitely.

Registered job posters can access and update their account information through the account homepage.

Although we make good faith efforts to store the information in a
secure operating environment that is not available to the public, we
cannot guarantee complete security.

5. Circumstances in which BSP may release information

BSP may disclose information about its users if required to do so
by law or in the good faith belief that such disclosure is reasonably
necessary to respond to subpoenas, court orders, or other legal
process.

BSP may also disclose information about its users to law
enforcement officers or others, in the good faith belief that such
disclosure is reasonably necessary to: enforce our Terms of Use;
respond to claims that any posting or other content violates the rights
of third-parties; or protect the rights, property, or personal safety
of BSP, its users or the general public.

6. International Users

By visiting our web site and providing us with data, you acknowledge
and agree that due to the international dimension of BSP we may use
the data collected in the course of our relationship for the purposes
identified in this policy or in our other communications with you,
including the transmission of information outside your resident
jurisdiction. In addition, please understand that such data may be
stored on servers located in the United States. By providing us with
your data, you consent to the transfer of such data.

14. MISCELLANEOUS

These TOU constitute the entire agreement between you and BSP and
supersede any prior written or oral agreement. Other than the BSP
Representatives (who are expressly included as named third-party
beneficiaries of the TOU), there are no third-party beneficiaries to the
TOU.

Any and all claims, causes of action or disputes (regardless of
theory) between you and BSP arising out of or related to the TOU, Big
Stone Publishing or content accessed through Big Stone Publishing shall
be governed by the laws of the State of Colorado without regard to
conflict or choice of law principles. You and BSP agree that any such
claims, causes of action or disputes shall be brought exclusively in
courts located within the county of Garfield, Colorado, and you and BSP
agree to submit to the personal and exclusive jurisdiction of such
courts. You further agree that, regardless of any statute or law to the
contrary, you must file any such claim or cause of action within one
year after such claim or cause of action arose or be forever barred. If
any provision of the TOU is found by a court of competent jurisdiction
to be unenforceable, all other provisions of the TOU shall remain in
full force and effect.

STANDARD TERMS AND CONDITIONS FOR INTERNET ADVERTISING FOR MEDIA BUYS ONE YEAR OR LESS
These
Standard Terms and Conditions for Internet Advertising for Media Buys
One Year or Less, are intended to offer media companies and
advertising agencies a standard for conducting business in a manner
acceptable to both. This document, when incorporated into an insertion
order, represents the parties’ common understanding for doing business.
This document may not fully cover sponsorships and other arrangements
involving content association or integration, and/or special
production, but may be used as the basis for the media components of
such contracts. This document is not meant to cover the relationship
between a publisher and a network, or direct advertiser buys with
publishers.
DEFINITIONS
“Ad” means any advertisement provided by Agency on behalf of an Advertiser.
“Advertiser” means the advertiser for which Agency is the agent under an applicable IO.
“Advertising Materials” means artwork, copy, or active URLs for Ads.
“Affiliate”
means, as to an entity, any other entity directly or indirectly
controlling, controlled by, or under common control with, such entity.
“Agency” means the advertising agency listed on the applicable IO.
“CPA Deliverables” means Deliverables sold on a cost per acquisition basis.
“CPC Deliverables” means Deliverables sold on a cost per click basis.
“CPL Deliverables” means Deliverables sold on a cost per lead basis.
“CPM Deliverables” means Deliverables sold on a cost per thousand impression basis.
“Deliverable”
or “Deliverables” means the inventory delivered by Media Company
(e.g., impressions, clicks, or other desired actions).
“IO” means a
mutually agreed insertion order that incorporates these Terms, under
which Media Company will deliver Ads on Sites for the benefit of Agency
or Advertiser.
“Media Company” means the publisher listed on the
applicable IO. “Media Company Properties” are websites specified on an
IO that are owned, operated, or controlled by
Media Company.
“Network
Properties” means websites specified on an IO that are not owned,
operated, or controlled by Media Company, but on which Media Company has
a contractual right to serve Ads.
“Policies” means advertising
criteria or specifications made conspicuously available, including
content limitations, technical specifications, privacy policies, user
experience policies, policies regarding consistency with Media Company’s
public image, community standards regarding obscenity or indecency
(taking into consideration the portion(s) of the Site on which the Ads
are to appear), other editorial or advertising policies, and Advertising
Materials due dates.
“Representative” means, as to an entity and/or
its Affiliate(s), any director, officer, employee, consultant,
contractor, agent, and/or attorney.
“Site” or “Sites” means Media
Company Properties and Network Properties. “Terms” means these Standard
Terms and Conditions for Internet Advertising for Media Buys One Year
or
Less.
“Third Party” means an entity or person that is not a
party to an IO; for purposes of clarity, Media Company, Agency,
Advertiser, and any Affiliates or Representatives of the foregoing are
not Third Parties.
“Third Party Ad Server” means a Third Party that will serve and/or track Ads.

I.
INSERTION ORDERS AND INVENTORY AVAILABILITY
IO Details.
From time to time, Media Company and Agency may execute IOs that will
be accepted as set forth in Section I(b). As applicable, each IO will
specify: (i) the type(s) and amount(s) of Deliverables, (ii) the
price(s) for such Deliverables, (iii) the maximum amount of money to be
spent pursuant to the IO, (iv) the start and end dates of the campaign,
and (v) the identity of and contact information for any Third Party Ad
Server. Other items that may be included are, but are not limited to,
reporting requirements, any special Ad delivery scheduling and/or Ad
placement requirements, and specifications concerning ownership of data
collected.
Availability; Acceptance. Media Company will make
commercially reasonable efforts to notify Agency within two (2) business
days of receipt of an IO signed by Agency if the specified inventory
is not available. Acceptance of the IO and these Terms will be deemed
the earlier of (i) written (which, unless otherwise specified, for
purposes of these Terms, will include paper, fax, or e-mail
communication) approval of the IO by Media Company and Agency, or (ii)
the display of the first Ad impression by Media Company, unless
otherwise agreed on the IO. Notwithstanding the foregoing,
modifications to the originally submitted IO will not be binding unless
approved in writing by both Media Company and Agency.
Revisions. Revisions to accepted IOs will be made in writing and acknowledged by the other party in writing.

Compliance with IO. Media Company will comply with the IO,
including all Ad placement restrictions, and, except as set forth in
Section VI(c), will create a reasonably balanced delivery schedule.
Media Company will provide, within the scope of the IO, an Ad to the
Site specified on the IO when such Site is visited by an Internet user.
Any exceptions will be approved by Agency in writing.

Changes to Site. Media Company will use commercially reasonable
efforts to provide Agency at least 10 business days prior notification
of any material changes to the Site that would materially change the
target audience or materially affect the size or placement of the Ad
specified on the applicable IO. Should such a modification occur with or
without notice, as Agency’s and Advertiser’s sole remedy for such
change, Agency may cancel the remainder of the affected placement
without penalty within the 10-day notice period. If Media Company has
failed to provide such notification, Agency may cancel the remainder of
the affected placement within 30 days of such modification and, in such
case, will not be charged for any affected Ads delivered after such
modification.
Technical Specifications. Media Company will submit or
otherwise make electronically accessible to Agency final technical
specifications within two (2) business days of the acceptance of an IO.
Changes by Media Company to the specifications of already-purchased Ads
after that two (2) business day period will allow Advertiser to
suspend delivery of the affected Ad for a reasonable time (without
impacting the end date, unless otherwise agreed by the parties) in
order to (i) send revised Advertising Materials; (ii) request that
Media Company resize the Ad at Media Company’s cost, and with final
creative approval of Agency, within a reasonable time period to fulfill
the guaranteed levels of the IO; (iii) accept a comparable
replacement; or (iv) if the parties are unable to negotiate an
alternate or comparable replacement in good faith within five (5)
business days, immediately cancel the remainder of the affected
placement without penalty.

d. Editorial Adjacencies. Media
Company acknowledges that certain Advertisers may not want their Ads
placed adjacent to content that promotes pornography, violence, or the
use of firearms, contains obscene language, or falls within another
category stated on the IO (“Editorial Adjacency Guidelines”). Media
Company will use commercially reasonable efforts to comply with the
Editorial Adjacency Guidelines with respect to Ads that appear on Media
Company Properties, although Media Company will at all times retain
editorial control over the Media Company Properties. For Ads shown on
Network Properties, Media Company and Agency agree that Media Company’s
sole responsibilities with respect to compliance with these Editorial
Adjacency Guidelines will be to obtain contractual representations from
its participating network publishers that such publishers will comply
with Editorial Adjacency Guidelines on all Network Properties and to
provide the remedy specified below to Agency with respect to violations
of Editorial Adjacency Guidelines on Network Properties. Should Ads
appear in violation of the Editorial Adjacency Guidelines, Advertiser's
sole and exclusive remedy is to request in writing that Media Company
remove the Ads and provide makegoods or, if no makegood can be agreed
upon, issue a credit to Advertiser equal to the value of such Ads, or
not bill Agency for such Ads. In cases where a makegood and a credit
can be shown to be commercially infeasible for the Advertiser, Agency
and Media Company will negotiate an alternate solution. After Agency
notifies Media Company that specific Ads are in violation of the
Editorial Adjacency Guidelines, Media Company will make commercially
reasonable efforts to correct such violation within 24 hours. If such
correction materially and adversely impacts such IO, Agency and Media
Company will negotiate in good faith mutually agreed changes to such IO
to address such impacts. Notwithstanding the foregoing, Agency and
Advertiser each acknowledge and agree that no Advertiser will be
entitled to any remedy for any violation of the Editorial Adjacency
Guidelines resulting from: (i) Ads placed at locations other than the
Sites, or (ii) Ads displayed on properties that Agency or Advertiser is
aware, or should be aware, may contain content in potential violation
of the Editorial Adjacency Guidelines.
For any page on the Site that
primarily consists of user-generated content, the preceding paragraph
will not apply. Instead, Media Company will make commercially
reasonable efforts to ensure that Ads are not placed adjacent to
content that violates the Site’s terms of use. Advertiser’s and
Agency’s sole remedy for Media Company’s breach of such obligation will
be to submit written complaints to Media Company, which will review
such complaints and remove user-generated content that Media Company,
in its sole discretion, determines is objectionable or in violation of
such Site’s terms of use.
III. PAYMENT AND PAYMENT LIABILITY

Invoices.
The initial invoice will be sent by Media Company upon completion of
the first month’s delivery, or within 30 days of completion of the IO,
whichever is earlier. Invoices will be sent to Agency’s billing address
as set forth on the IO and will include information reasonably
specified by Agency, such as the IO number, Advertiser name, brand name
or campaign name, and any number or other identifiable reference
stated as required for invoicing on the IO. All invoices (other than
corrections of previously provided invoices) pursuant to the IO will be
sent within 90 days of delivery of all Deliverables. Media Company
acknowledges that failure by Media Company to send an invoice within
such period may cause Agency to be contractually unable to collect
payment from the Advertiser. If Media Company sends the invoice after
the 90-day period and the Agency either has not received the applicable
funds from the Advertiser or does not have the Advertiser’s consent to
dispense such funds, Agency will use commercially reasonable efforts
to assist Media Company in collecting payment from the Advertiser or
obtaining Advertiser’s consent to dispense funds.
Upon request from
the Agency, Media Company should provide proof of performance for the
invoiced period, which may include access to online or electronic
reporting, as addressed in these Terms, subject to the notice and cure
provisions of Section IV. Media Company should invoice

Agency
for the services provided on a calendar-month basis with the net cost
(i.e., the cost after subtracting Agency commission, if any) based on
actual delivery, flat-fee, or based on prorated distribution of
delivery over the term of the IO, as specified on the applicable IO.
b.
Payment Date. Agency will make payment 30 days from its receipt of
invoice, or as otherwise stated in a payment schedule set forth on the
IO. Media Company may notify Agency that it has not received payment
in such 30-day period and whether it intends to seek payment directly
from Advertiser pursuant to Section III(c), below, and Media Company
may do so five (5) business days after providing such notice.
c.
Payment Liability. Unless otherwise set forth by Agency on the IO,
Media Company agrees to hold Agency liable for payments solely to the
extent proceeds have cleared from Advertiser to Agency for Ads placed
in accordance with the IO. For sums not cleared to Agency, Media
Company agrees to hold Advertiser solely liable. Media Company
understands that Advertiser is Agency’s disclosed principal and Agency,
as agent, has no obligations relating to such payments, either joint
or several, except as specifically set forth in this Section III(c) and
Section X(c).
Agency agrees to make every reasonable effort to collect and clear payment from Advertiser on a timely basis.
Agency’s credit is established on a client-by-client basis.
If
Advertiser proceeds have not cleared for the IO, other advertisers
from Agency will not be prohibited from advertising on the Site due to
such non-clearance if such other advertisers’ credit is not in
question.
Upon request, Agency will make available to Media Company
written confirmation of the relationship between Agency and Advertiser.
This confirmation should include, for example, Advertiser’s
acknowledgement that Agency is its agent and is authorized to act on
its behalf in connection with the IO and these Terms. In addition, upon
the request of Media Company, Agency will confirm whether Advertiser
has paid to Agency in advance funds sufficient to make payments
pursuant to the IO.
If Advertiser’s or Agency’s credit is or becomes impaired, Media Company may require payment in advance.
IV. REPORTING
a.
Confirmation of Campaign Initiation. Media Company will, within two
(2) business days of the start date on the IO, provide confirmation to
Agency, either electronically or in writing, stating whether the
components of the IO have begun delivery.
b. Media Company Reporting.
If Media Company is serving the campaign, Media Company will make
reporting available at least as often as weekly, either electronically
or in writing, unless otherwise specified on the IO. Reports will be
broken out by day and summarized by creative execution, content area (Ad
placement), impressions, clicks, spend/cost, and other variables as
may be defined on the IO (e.g., keywords).
Once Media Company has
provided the online or electronic report, it agrees that Agency and
Advertiser are entitled to reasonably rely on it, subject to provision
of Media Company’s invoice for such period.

c. Makegoods for Reporting Failure. If Media Company fails to
deliver an accurate and complete report by the time specified, Agency
may initiate makegood discussions pursuant to Section VI, below.

If Agency informs Media Company that Media Company has delivered
an incomplete or inaccurate report, or no report at all, Media Company
will cure such failure within five (5) business days of receipt of such
notice. Failure to cure may result in nonpayment for all activity for
which data is incomplete or missing until Media Company delivers
reasonable evidence of performance; such report will be delivered within
30 days of Media Company’s knowledge of such failure or, absent such
knowledge, within 180 days of delivery of all Deliverables.
V. CANCELLATION AND TERMINATION
a.
Without Cause. Unless designated on the IO as non-cancelable,
Advertiser may cancel the entire IO, or any portion thereof, as follows:
i.
With 14 days’ prior written notice to Media Company, without penalty,
for any guaranteed Deliverable, including, but not limited to, CPM
Deliverables. For clarity and by way of example, if Advertiser cancels
the guaranteed portions of the IO eight (8) days prior to serving of the
first impression, Advertiser will only be responsible for the first
six (6) days of those Deliverables.
ii. With seven (7) days’
prior written notice to Media Company, without penalty, for any
non-guaranteed Deliverable, including, but not limited to, CPC
Deliverables, CPL Deliverables, or CPA Deliverables, as well as some
non-guaranteed CPM Deliverables.
iii. With 30 days’ prior written
notice to Media Company, without penalty, for any flat fee- based or
fixed-placement Deliverable, including, but not limited to, roadblocks,
time- based or share-of-voice buys, and some types of cancelable
sponsorships.
iv. Advertiser will remain liable to Media Company
for amounts due for any custom content or development (“Custom
Material”) provided to Advertiser or completed by Media Company or its
third-party vendor prior to the effective date of termination. For IOs
that contemplate the provision or creation of Custom Material, Media
Company will specify the amounts due for such Custom Material as a
separate line item. Advertiser will pay for such Custom Material within
30 days from receiving an invoice therefore.
b. For Cause.
Either Media Company or Agency may terminate an IO at any time if the
other party is in material breach of its obligations hereunder, which
breach is not cured within 10 days after receipt of written notice
thereof from the non-breaching party, except as otherwise stated in
these Terms with regard to specific breaches. Additionally, if Agency
or Advertiser breaches its obligations by violating the same Policy
three times (and such Policy was provided to Agency or Advertiser) and
receives timely notice of each such breach, even if Agency or
Advertiser cures such breaches, then Media Company may terminate the IO
or placements associated with such breach upon written notice. If
Agency or Advertiser does not cure a violation of a Policy within the
applicable 10-day cure period after written notice, where such Policy
had been provided by Media Company to Agency, then Media Company may
terminate the IO and/or placements associated with such breach upon
written notice.
c. Short Rates. Short rates will apply to canceled buys to the degree stated on the IO.

Notification
of Under-delivery. Media Company will monitor delivery of the Ads, and
will notify Agency either electronically or in writing as soon as
possible (and no later than 14 days before the applicable IO end date
unless the length of the campaign is less than 14 days) if Media Company
believes that an under-delivery is likely. In the case of a probable
or actual under-delivery, Agency and Media Company may arrange for a
makegood consistent with these Terms.
Makegood Procedure. If actual
Deliverables for any campaign fall below guaranteed levels, as set forth
on the IO, and/or if there is an omission of any Ad (placement or
creative unit), Agency and Media Company will use commercially
reasonable efforts to agree upon the conditions of a makegood flight,
either on the IO or at the time of the shortfall. If no makegood can be
agreed upon, Agency may execute a credit equal to the value of the
under-delivered portion of the IO for
which it was charged. If Agency
or Advertiser has made a cash prepayment to Media Company,
specifically for the campaign IO for which under-delivery applies,
then, if Agency and/or Advertiser is reasonably current on all amounts
owed to Media Company under any other agreement for such Advertiser,
Agency may elect to receive a refund for the under-delivery equal to
the difference between the applicable pre-payment and the value of the
delivered portion of the campaign. In no event will Media Company
provide a makegood or extend any Ad beyond the period set forth on the
IO without the prior written consent of Agency.
Unguaranteed
Deliverables. If an IO contains CPA Deliverables, CPL Deliverables, or
CPC Deliverables, the predictability, forecasting, and conversions for
such Deliverables may vary and guaranteed delivery, even delivery, and
makegoods are not available.
VII. BONUS IMPRESSIONS
a. With
Third Party Ad Server. Where Agency uses a Third Party Ad Server, Media
Company will not bonus more than 10% above the Deliverables specified
on the IO without the prior written consent of Agency. Permanent or
exclusive placements will run for the specified period of time
regardless of over-delivery, unless the IO establishes an impression
cap for Third Party Ad Server activity. Agency will not be charged by
Media Company for any additional Deliverables above any level
guaranteed or capped on the IO. If a Third Party Ad Server is being
used and Agency notifies Media Company that the guaranteed or capped
levels stated on the IO have been reached, Media Company will use
commercially reasonable efforts to suspend delivery and, within 48
hours of receiving such notice, Media Company may either (i) serve any
additional Ads itself or (ii) be held responsible for all applicable
incremental Ad serving charges incurred by Advertiser but only (A)
after such notice has been provided, and (B) to the extent such charges
are associated with overdelivery by more than 10% above such
guaranteed or capped levels.
b. No Third Party Ad Server. Where
Agency does not use a Third Party Ad Server, Media Company may bonus as
many ad units as Media Company chooses unless otherwise indicated on
the IO. Agency will not be charged by Media Company for any additional
Deliverables above any level guaranteed on the IO.
VIII. FORCE MAJEURE

Generally.
Excluding payment obligations, neither Agency nor Media Company will
be liable for delay or default in the performance of its respective
obligations under these Terms if such delay or default is caused by
conditions beyond its reasonable control, including, but not limited to,
fire, flood, accident, earthquakes, telecommunications line failures,
electrical outages, network failures, acts of God, or labor disputes
(“Force Majeure event”). If Media Company suffers such a delay or
default, Media Company will make reasonable efforts within five (5)
business days to recommend a substitute transmission for the Ad or time
period for the transmission. If no such substitute time period or
makegood is reasonably acceptable to Agency, Media Company will allow
Agency a pro rata reduction in the space, time, and/or program charges
hereunder in the amount of money assigned to the space, time, and/or
program charges at time of purchase. In addition, Agency will have the
benefit of the same discounts that would have been earned had there been
no default or delay.
Related to Payment. If Agency’s ability to
transfer funds to third parties has been materially negatively impacted
by an event beyond the Agency’s reasonable control, including, but not
limited to, failure of banking clearing systems or a state of
emergency, then Agency will make every reasonable effort to make
payments on a timely basis to Media Company, but any delays caused by
such condition will be excused for the duration of such condition.
Subject to the foregoing, such excuse for delay will not in any way
relieve Agency from any of its obligations as to the amount of money
that would have been due and paid without such condition.

Cancellation. If a Force Majeure event has continued for five (5)
business days, Media Company and/or Agency has the right to cancel the
remainder of the IO without penalty.
IX. AD MATERIALS
a.
Submission. Agency will submit Advertising Materials pursuant to
Section II(c) in accordance with Media Company’s then-existing
Policies. Media Company’s sole remedies for a breach of this provision
are set forth in Section V(c), above, Sections IX (c) and (d), below,
and Sections X (b) and (c), below.
b. Late Creative. If
Advertising Materials are not received by the IO start date, Media
Company will begin to charge the Advertiser on the IO start date on a
pro rata basis based on the full IO, excluding portions consisting of
performance-based, non-guaranteed inventory, for each full day the
Advertising Materials are not received. If Advertising Materials are
late based on the Policies, Media Company is not required to guarantee
full delivery of the IO. Media Company and Agency will negotiate a
resolution if Media Company has received all required Advertising
Materials in accordance with Section IX(a) but fails to commence a
campaign on the IO start date.
c. Compliance. Media Company
reserves the right within its discretion to reject or remove from its
Site any Ads for which the Advertising Materials, software code
associated with the Advertising Materials (e.g. pixels, tags,
JavaScript), or the website to which the Ad is linked do not comply with
its Policies, or that in Media Company’s sole reasonable judgment, do
not comply with any applicable law, regulation, or other judicial or
administrative order. In addition, Media Company reserves the right
within its discretion to reject or remove from its Site any Ads for
which the Advertising Materials or the website to which the Ad is linked
are, or may tend to bring, disparagement, ridicule, or scorn upon
Media Company or any of its Affiliates (as defined below), provided
that if Media Company has reviewed and approved such Ads prior to their
use on the Site, Media Company will not immediately remove such Ads
before making commercially reasonable efforts to acquire mutually
acceptable alternative Advertising Materials from Agency.
d. Damaged
Creative. If Advertising Materials provided by Agency are damaged, not
to Media Company’s specifications, or otherwise unacceptable, Media
Company will use commercially reasonable efforts to notify Agency
within two (2) business days of its receipt of such Advertising
Materials.
e. No Modification. Media Company will not edit or modify
the submitted Ads in any way, including, but not limited to, resizing
the Ad, without Agency’s approval. Media Company will use all Ads in
strict compliance with these Terms and any written instructions
provided on the IO.
f. Ad Tags. When applicable, Third Party Ad Server tags will be implemented so that they are functional in all aspects.
g.
Trademark Usage. Media Company, on the one hand, and Agency and
Advertiser, on the other, will not use the other’s trade name,
trademarks, logos, or Ads in any public announcement (including, but not
limited to, in any press release) regarding the existence or content
of these Terms or an IO without the other’s prior written approval.
X. INDEMNIFICATION
a.
By
Media Company. Media Company will defend, indemnify, and hold harmless
Agency, Advertiser, and each of its Affiliates and Representatives
from damages, liabilities, costs, and expenses (including reasonable
attorneys’ fees) (collectively, “Losses”) resulting from any claim,
judgment, or proceeding (collectively, “Claims”) brought by a Third
Party and resulting from (i) Media Company’s alleged breach of Section
XII or of Media Company’s representations and
warranties in Section
XIV(a), (ii) Media Company’s display or delivery of any Ad in breach of
Section II(a) or Section IX(e), or (iii) Advertising Materials provided
by Media Company for an Ad (and not by Agency, Advertiser, and/or each
of its Affiliates and/or Representatives) (“Media Company Advertising
Materials”) that: (A) violate any applicable law, regulation, judicial
or administrative action, or the right of a Third Party; or (B) are
defamatory or obscene. Notwithstanding the foregoing, Media Company will
not be liable for any Losses resulting from Claims to the extent that
such Claims result from (1) Media Company’s customization of Ads or
Advertising Materials based upon detailed specifications, materials, or
information provided by the Advertiser, Agency, and/or each of its
Affiliates and/or Representatives, or (2) a user viewing an Ad outside
of the targeting set forth on the IO, which viewing is not directly
attributable to Media Company’s serving such Ad in breach of such
targeting.
b. By Advertiser. Advertiser will defend, indemnify,
and hold harmless Media Company and each of its Affiliates and
Representatives from Losses resulting from any Claims brought by a Third
Party resulting from (i) Advertiser’s alleged breach of Section XII or
of Advertiser’s representations and warranties in Section XIV(a), (ii)
Advertiser’s violation of Policies (to the extent the terms of such
Policies have been provided (e.g., by making such Policies available by
providing a URL) via email or other affirmative means, to Agency or
Advertiser at least 14 days prior to the violation giving rise to the
Claim), or (iii) the content or subject matter of any Ad or Advertising
Materials to the extent used by Media Company in accordance with these
Terms or an IO.
c. By Agency. Agency represents and warrants that
it has the authority as Advertiser’s agent to bind Advertiser to these
Terms and each IO, and that all of Agency’s actions related to these
Terms and each IO will be within the scope of such agency. Agency will
defend, indemnify, and hold harmless Media Company and each of its
Affiliates and Representatives from Losses resulting from (i) Agency’s
alleged breach of the foregoing sentence, or (ii) Claims brought by a
Third Party alleging that Agency has breached its express,
Agency-specific obligations under Section XII.
d. Procedure. The
indemnified party(s) will promptly notify the indemnifying party of all
Claims of which it becomes aware (provided that a failure or delay in
providing such notice will not relieve the indemnifying party’s
obligations except to the extent such party is prejudiced by such
failure or delay), and will: (i) provide reasonable cooperation to the
indemnifying party at the indemnifying party’s expense in connection
with the defense or settlement of all Claims; and (ii) be entitled to
participate at its own expense in the defense of all Claims. The
indemnified party(s) agrees that the indemnifying party will have sole
and exclusive control over the defense and settlement of all Claims;
provided, however, the indemnifying party will not acquiesce to any
judgment or enter into any settlement, either of which imposes any
obligation or liability on an indemnified party(s) without its prior
written consent.
XI. LIMITATION OF LIABILITY
Excluding Agency’s,
Advertiser’s, and Media Company’s respective obligations under Section
X, damages that result from a breach of Section XII, or intentional
misconduct by Agency, Advertiser, or Media Company, in no event will any
party be liable for any consequential, indirect, incidental, punitive,
special, or exemplary damages whatsoever, including, but not limited
to, damages for loss of profits, business interruption, loss of
information, and the like, incurred by another party arising out of an
IO, even if such party has been advised of the possibility of such
damages.

XII: NON-DISCLOSURE, DATA USAGE AND OWNERSHIP, PRIVACY AND LAWS
a.
Definitions and Obligations. “Confidential Information” will include
(i) all information marked as “Confidential,” “Proprietary,” or similar
legend by the disclosing party (“Discloser”) when given to the
receiving party (“Recipient”); and (ii) information and data provided
by the Discloser, which under the circumstances surrounding the
disclosure should be reasonably deemed confidential or proprietary.
Without limiting the foregoing, Discloser and Recipient agree that each
Discloser’s contribution to IO Details (as defined below) shall be
considered such Discloser’s Confidential Information. Recipient will
protect Confidential Information in the same manner that it protects its
own information of a similar nature, but in no event with less than
reasonable care. Recipient shall not disclose Confidential Information
to anyone except an employee, agent, Affiliate, or third party who has a
need to know same, and who is bound by confidentiality and non-use
obligations at least as protective of Confidential Information as are
those in this section. Recipient will not use Discloser’s Confidential
Information other than as provided for on the IO.
b. Exceptions.
Notwithstanding anything contained herein to the contrary, the term
“Confidential Information” will not include information which: (i) was
previously known to Recipient; (ii) was or becomes generally available
to the public through no fault of Recipient; (iii) was rightfully in
Recipient’s possession free of any obligation of confidentiality at, or
prior to, the time it was communicated to Recipient by Discloser; (iv)
was developed by employees or agents of Recipient independently of, and
without reference to, Confidential Information; or (v) was
communicated by Discloser to an unaffiliated third party free of any
obligation of confidentiality. Notwithstanding the foregoing, the
Recipient may disclose Confidential Information of the Discloser in
response to a valid order by a court or other governmental body, as
otherwise required by law or the rules of any applicable securities
exchange, or as necessary to establish the rights of either party under
these Terms; provided, however, that both Discloser and Recipient will
stipulate to any orders necessary to protect such information from
public disclosure.
c. Additional Definitions. As used herein the following terms shall have the following definitions:
i.
“User Volunteered Data” is personally identifiable information
collected from individual users by Media Company during delivery of an
Ad pursuant to the IO, but only where it is expressly disclosed to such
individual users that such collection is solely on behalf of
Advertiser.
ii. “IO Details” are details set forth on the IO but
only when expressly associated with the applicable Discloser,
including, but not limited to, Ad pricing information, Ad description,
Ad placement information, and Ad targeting information.
iii.
“Performance Data” is data regarding a campaign gathered during
delivery of an Ad pursuant to the IO (e.g., number of impressions,
interactions, and header information), but excluding Site Data or IO
Details.
iv. “Site Data” is any data that is (A) preexisting
Media Company data used by Media Company pursuant to the IO; (B)
gathered pursuant to the IO during delivery of an Ad that identifies or
allows identification of Media Company, Media Company’s Site, brand,
content, context, or users as such; or (C) entered by users on any
Media Company Site other than User Volunteered Data.

Use of Collected Data.
i.
Unless otherwise authorized by Media Company, Advertiser will not:
(A) use Collected Data for Repurposing; provided, however, that
Performance Data may be used for Repurposing so long as it is not
joined with any IO Details or Site Data; (B) disclose IO Details of
Media Company or Site Data to any Affiliate or Third Party except as
set forth in Section XII(d)(iii).
ii. Unless otherwise authorized
by Agency or Advertiser, Media Company will not: (A) use or disclose
IO Details of Advertiser, Performance Data, or a user’s recorded view
or click of an Ad, each of the foregoing on a non-Aggregated basis, for
Repurposing or any purpose other than performing under the IO,
compensating data providers in a way that precludes identification of
the Advertiser, or internal reporting or internal analysis; or (B) use
or disclose any User Volunteered Data in any manner other than in
performing under the IO.
iii. Advertiser, Agency, and Media
Company (each a “Transferring Party”) will require any Third Party or
Affiliate used by the Transferring Party in performance of the IO on
behalf of such Transferring Party to be bound by confidentiality and
non-use obligations at least as restrictive as those on the
Transferring Party, unless otherwise set forth in the IO.
User
Volunteered Data. All User Volunteered Data is the property of
Advertiser, is subject to the Advertiser’s posted privacy policy, and is
considered Confidential Information of Advertiser. Any other use of
such information will be set forth on the IO and signed by both parties.
Privacy
Policies. Agency, Advertiser, and Media Company will post on their
respective Web sites their privacy policies and adhere to their privacy
policies, which will abide by applicable laws. Failure by Media
Company, on the one hand, or Agency or Advertiser, on the other, to
continue to post a privacy policy, or non-adherence to such privacy
policy, is grounds for immediate cancellation of the IO by the other
party.
Compliance with Law. Agency, Advertiser, and Media Company
will at all times comply with all federal, state, and local laws,
ordinances, regulations, and codes which are applicable to their
performance of their respective obligations under the IO.
Agency Use
of Data. Agency will not: (i) use Collected Data unless Advertiser is
permitted to use such Collected Data, nor (ii) use Collected Data in
ways that Advertiser is not allowed to use such Collected Data.
Notwithstanding the foregoing or anything to the contrary herein, the
restrictions on Advertiser in Section XII(d)(i) shall not prohibit
Agency from (A) using Collected Data on an Aggregated basis for
internal media planning purposes only (but not for Repurposing),
i.
“Collected
Data” consists of IO Details, Performance Data, and Site Data.
“Repurposing” means retargeting a user or appending data to a
non-public profile
regarding a user for purposes other than performance of the IO.
“Aggregated”
means a form in which data gathered under an IO is combined with data
from numerous campaigns of numerous Advertisers and precludes
identification, directly or indirectly, of an Advertiser.

or (B)
disclosing qualitative evaluations of Aggregated Collected Data to its
clients and potential clients, and Media Companies on behalf of such
clients or potential clients, for the purpose of media planning.
XIII. THIRD PARTY AD SERVING AND TRACKING (Applicable if Third Party Ad Server is used)
a.
Ad Serving and Tracking. Media Company will track delivery through
its ad server and, provided that Media Company has approved in writing a
Third Party Ad Server to run on its properties, Agency will track
delivery through such Third Party Ad Server. Agency may not substitute
the specified Third Party Ad Server without Media Company’s prior
written consent.
b. Controlling Measurement. If both parties are
tracking delivery, the measurement used for invoicing advertising fees
under an IO (“Controlling Measurement”) will be determined as follows:
i.
Except as specified in Section XIII(b)(iii), the Controlling
Measurement will be taken from an ad server that is certified as
compliant with the IAB/AAAA Ad Measurement Guidelines (the “IAB/AAAA
Guidelines”).
ii. If both ad servers are compliant with the
IAB/AAAA Guidelines, the Controlling Measurement will be the Third Party
Ad Server if such Third Party Ad Server provides an automated, daily
reporting interface which allows for automated delivery of relevant and
non-proprietary statistics to Media Company in an electronic form that
is approved by Media Company; provided, however, that Media Company
must receive access to such interface in the timeframe set forth in
Section XIII(c), below.
iii. If neither party’s ad server is
compliant with the IAB/AAAA Guidelines or the requirements in
subparagraph (ii), above, cannot be met, the Controlling Measurement
will be based on Media Company’s ad server, unless otherwise agreed by
Agency and Media Company in writing.
c. Ad Server Reporting
Access. As available, the party responsible for the Controlling
Measurement will provide the other party with online or automated
access to relevant and non-proprietary statistics from the ad server
within one (1) day after campaign launch. The other party will
notify the party with Controlling Measurement if such party has not
received such access. If such online or automated reporting is not
available, the party responsible for the Controlling Measurement will
provide placement-level activity reports to the other party in a timely
manner, as mutually agreed to by the parties or as specified in
Section IV(b), above, in the case of Ads being served by Media Company.
If both parties have tracked the campaign from the beginning and the
party responsible for the Controlling Measurement fails to provide such
access or reports as described herein, then the other party may use or
provide its ad server statistics as the basis of calculating campaign
delivery for invoicing. Notification may be given that access, such as
login credentials or automated reporting functionality integration,
applies to all current and future IOs for one or more Advertisers, in
which case new access for each IO is not necessary.
d. Discrepant
Measurement. If the difference between the Controlling Measurement and
the other measurement exceeds 10% over the invoice period and the
Controlling Measurement is lower, the parties will facilitate a
reconciliation effort between Media Company and Third Party Ad Server
measurements. If the discrepancy cannot be resolved and a good faith
effort to facilitate the reconciliation has been made, Agency reserves
the right to either:

i.
Consider the discrepancy an
under-delivery of the Deliverables as described in Section VI(b),
whereupon the parties will act in accordance with that Section,
including the requirement that Agency and Media Company make an effort
to agree upon the conditions of a makegood flight and delivery of any
makegood will be measured by the Third Party Ad Server, or
4’s/IAB Standard Terms and Conditions Version 3.0
ii. Pay invoice based on Controlling Measurement-reported data, plus a 10% upward adjustment to delivery.
e.
Measurement Methodology. Media Company will make reasonable efforts to
publish, and Agency will make reasonable efforts to cause the Third
Party Ad Server to publish, a disclosure in the form specified by the
AAAA and IAB regarding their respective ad delivery measurement
methodologies with regard to compliance with the IAB/AAAA Guidelines.
f.
Third Party Ad Server Malfunction. Where Agency is using a Third
Party Ad Server and that Third Party Ad Server cannot serve the Ad,
Agency will have a one-time right to temporarily suspend delivery under
the IO for a period of up to 72 hours. Upon written notification by
Agency of a non-functioning Third Party Ad Server, Media Company will
have 24 hours to suspend delivery. Following that period, Agency will
not be held liable for payment for any Ad that runs within the
immediately following 72-hour period until Media Company is notified
that the Third Party Ad Server is able to serve Ads. After the 72-hour
period passes and Agency has not provided written notification that
Media Company can resume delivery under the IO, Advertiser will pay for
the Ads that would have run, or are run, after the 72-hour period but
for the suspension, and can elect Media Company to serve Ads until the
Third Party Ad Server is able to serve Ads. If Agency does not so elect
for Media Company to serve the Ads until Third Party Ad Server is able
to serve Ads, Media Company may use the inventory that would have been
otherwise used for Media Company’s own advertisements or
advertisements provided by a Third Party.
g. Third Party Ad Server
Fixed. Upon notification that the Third Party Ad Server is functioning,
Media Company will have 72 hours to resume delivery. Any delay in the
resumption of delivery beyond this period, without reasonable
explanation, will result in Media Company owing a makegood to Agency.
XIV. MISCELLANEOUS

Necessary
Rights. Media Company represents and warrants that Media Company has
all necessary permits, licenses, and clearances to sell the
Deliverables specified on the IO subject to these Terms. Advertiser
represents and warrants that Advertiser has all necessary licenses and
clearances to use the content contained in the Ads and Advertising
Materials as specified on the IO and subject to these Terms, including
any applicable Policies.
Assignment. Neither Agency nor Advertiser
may resell, assign, or transfer any of its rights or obligations
hereunder, and any attempt to resell, assign, or transfer such rights
or obligations without Media Company’s prior written approval will be
null and void. All terms and conditions in these Terms and each IO will
be binding upon and inure to the benefit of the parties hereto and
their respective permitted transferees, successors, and assigns.
Entire
Agreement. Each IO (including the Terms) will constitute the entire
agreement of the parties with respect to the subject matter thereof and
supersede all previous communications, representations,
understandings, and agreements, either oral or written, between the
parties with respect to the subject matter of the IO. The IO may be
executed in counterparts, each of which will be an original, and all of
which together will constitute one and the same document.
Conflicts;
Governing Law; Amendment. In the event of any inconsistency between
the terms of an IO and these Terms, the terms of the IO will prevail.
All IOs will be governed by the laws of the State of Colorado. Media
Company and Agency (on behalf of itself and Advertiser) agree that any
claims, legal proceedings, or litigation arising in connection with the
IO (including these Terms) will be brought solely in Garfield County,
Colorado, and the parties consent to the jurisdiction of such courts.
No modification of these Terms will be binding unless in writing and
signed by both parties. If any provision herein is held to be
unenforceable, the remaining provisions will remain in full force and
effect. All rights and remedies hereunder are cumulative.

g.
Notice.
Any notice required to be delivered hereunder will be deemed delivered
three days after deposit, postage paid, in U.S. mail, return receipt
requested, one business day if sent by overnight courier service, and
immediately if sent electronically or by fax. All notices to Media
Company and Agency will be sent to the contact as noted on the IO with a
copy to the Legal Department. All notices to Advertiser will be sent
to the address specified on the IO.
Survival. Sections III, VI, X,
XI, XII, and XIV will survive termination or expiration of these Terms,
and Section IV will survive for 30 days after the termination or
expiration of these Terms. In addition, each party will promptly return
or destroy the other party’s Confidential Information upon written
request and remove Advertising Materials and Ad tags upon termination
of these Terms.
Headings. Section or paragraph headings used in
these Terms are for reference purposes only, and should not be used in
the interpretation hereof.